Rebecca Bottorff
BandwidthAbout Rebecca Bottorff
Rebecca G. Bottorff, 57, is Bandwidth’s Chief People Officer (since 2010) and a Class III director (since January 2022). She holds a B.A. in Sociology from the University of Cincinnati and previously led HR and talent scaling at Motricity and Konover Property Trust, and ran an executive coaching/consulting firm (Venture Savvy) . During 2024, Bandwidth grew revenue 25% to $748M, expanded Non-GAAP gross margin to 57%, increased Adjusted EBITDA to $82M, and generated $59M in free cash flow; these metrics underpinned the 2024 incentive plan and yielded a 106.2% corporate achievement outcome . Total shareholder return (SEC “Pay vs Performance” TSR index value) at year-end 2024 was 26.57, with net loss of $(6.5)M and Adjusted EBITDA of $82.1M .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bandwidth Inc. | Chief People Officer | 2010–present | Leads People Services and corporate culture; executive officer since 2010 . |
| Venture Savvy Consulting Group | President | Not disclosed | Executive coaching and management consulting leadership experience . |
| Motricity | Vice President, Human Resources | Not disclosed | Instrumental in scaling business operations during growth phase . |
| Konover Property Trust (public REIT) | Vice President, Human Resources | Not disclosed | Public-company HR leadership experience . |
External Roles
No public company external directorships or committee roles were disclosed for Ms. Bottorff in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 351,439 | 367,254 | 367,254 |
| Target Bonus % of Salary | — | — | 50% (per employment agreement) |
| Target Bonus ($) | — | — | 183,627 |
| Actual Annual Bonus ($) | 186,762 (cash, non‑equity plan) | — | 195,012 (paid in fully vested shares on 2/28/2025) |
Notes:
- 2024 bonuses were paid in stock and reported in “Stock Awards,” not “Non-Equity Incentive Plan Compensation” (note 1).
- Base salaries for 2024 were unchanged vs. 2023 .
Performance Compensation
2024 Management-by-Objectives (MBO) Annual Bonus
| Metric | Weighting | Target | Actual | Payout | Vesting/Settlement |
|---|---|---|---|---|---|
| Adjusted EBITDA (company) | Not disclosed | Not disclosed | Included in 106.2% corporate achievement | — | Annual cash bonus paid as fully vested shares on 2/28/2025 |
| Non-GAAP Gross Margin (company) | Not disclosed | Not disclosed | Included in 106.2% corporate achievement | — | Shares issued 2/28/2025 |
| Revenue (company) | Not disclosed | Not disclosed | Included in 106.2% corporate achievement | — | Shares issued 2/28/2025 |
| Overall (Corporate Achievement) | — | — | 106.2% | 195,012 (individual bonus) | Fully vested on 2/28/2025 |
Plan mechanics:
- Individual target bonus $183,627 for 2024; formula: Target × Corporate Achievement × Individual Achievement. Corporate Achievement = 106.2% for 2024; individual assessments completed by the Compensation Committee .
Long-Term Equity (RSUs)
| Grant date | Award type | Shares | Vesting |
|---|---|---|---|
| 03/01/2024 | RSU | 12,083 | As granted under 2017 Plan (specific schedule not separately disclosed in grants table) . |
| 11/28/2024 | RSU | 26,257 | 1/3 on 11/28/2025; remaining 2/3 in equal quarterly installments through 11/28/2027, subject to continued service . |
| 02/28/2025 (settlement of 2024 MBO) | Fully vested shares (bonus) | 12,211 (reflected as fully vested shares granted for 2024 bonus) | Fully vested on issuance (2/28/2025) . |
Program design highlights:
- Executive equity incentives are primarily time-based RSUs; Company emphasizes equity to align executives with long-term shareholder value .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Class A) | 54,687 shares; <1% of outstanding shares . |
| Unvested RSUs at 12/31/2024 (by grant) | 515 (1/2/2021) ; 3,112 (1/3/2022) ; 9,037 (11/28/2022) ; 10,409 (8/28/2023) ; 32,967 (11/28/2023) ; 26,257 (11/28/2024) . |
| Options outstanding | None disclosed for Ms. Bottorff (only RSUs listed) . |
| Pledging/hedging | Company prohibits hedging and pledging of Company stock . |
| Ownership guidelines | No executive stock ownership guidelines disclosed in the proxy for Ms. Bottorff . |
Insider selling pressure factors (next 24 months):
- Time-based RSUs vest one-third at first anniversary then quarterly thereafter (e.g., 11/28/2024 grant: 11/28/2025 initial tranche; then quarterly through 11/28/2027) .
- 2024 bonus paid in fully vested shares on 2/28/2025 increases freely tradable equity, subject to trading windows and insider policy .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Employment agreement dated 12/6/2019; auto-renewed on 12/31/2024, then annually unless either party gives ≥60 days’ notice of non-renewal . |
| Target bonus | 50% of base salary; targets set annually by Compensation Committee . |
| Severance (without cause / good reason) | 100% of base salary + 100% of target annual bonus; payable over 12 months; 12 months healthcare stipend; lump-sum 12 months of term life insurance premiums . |
| Change in Control (equity) | Any unvested restricted stock/options vest in full upon change in control (single-trigger equity vesting); RSUs also vest upon death . |
| Non-compete / non-solicit | During employment and for 12 months post-termination . |
| 280G | Parachute payment cutback to avoid excise tax if applicable . |
| Illustrative termination values (12/31/2024) | Termination not in connection with CIC: Cash $550,881; Benefits $31,433; Accelerated RSUs: $0 . Termination in connection with CIC: Cash $550,881; Benefits $31,433; Accelerated RSUs: $1,400,695 . Death: Accelerated RSUs: $1,400,695 . |
Clawback and trading:
- SEC-compliant clawback policy applies to executive incentive compensation upon restatements .
- Insider trading policy in place; prohibits hedging/pledging and sets conduct for trading windows .
Board Governance (Director Service, Independence, Committees)
| Attribute | Detail |
|---|---|
| Board seat | Class III Director; term expires at 2026 annual meeting . |
| Independence | Not independent (executive officer); Board has 4 of 6 directors independent . |
| Committees | Audit and Compensation committees composed of independent directors (Bailey, Murdock, Roush, Suriano); Ms. Bottorff is not listed as a member . |
| Attendance | Each director attended ≥75% of Board/committee meetings in 2024; all directors attended 2024 annual meeting . |
| Director compensation | Employee directors (CEO and CPO) receive no additional pay for board service . |
| Board leadership | CEO is also Chairman; no Lead Independent Director; independent directors chair Audit/Compensation and meet in executive sessions . |
Governance implications:
- Dual role (executive + director) reduces independence; combined CEO/Chair without a Lead Independent Director puts more emphasis on committee oversight and executive sessions for independent challenge .
Director Compensation (for context)
- Non-employee directors received $50,000 cash annual retainer; committee member/ chair retainers; and RSUs with $175,000 grant-date fair value vesting quarterly in 2025. Employee directors (including Ms. Bottorff) receive no additional director compensation .
Compensation Structure Analysis
- Equity-heavy mix and RSU usage: Program relies on time-based RSUs rather than options, lowering risk while maintaining alignment; 2024 annual bonuses were settled in fully vested shares (shares issued 2/28/2025), increasing equity-based pay and potential liquidity post-award .
- Pay-for-performance: 2024 MBO plan tied to company financials (Adjusted EBITDA, Non-GAAP Gross Margin, Revenue); Corporate Achievement 106.2% supported above-target bonus outcomes while base salaries remained flat YoY for 2023–2024 .
- Shareholder sentiment: Say-on-pay support of ~80% in 2024 suggests acceptable but not overwhelming investor endorsement; committee made no changes based on the vote .
Risk Indicators & Red Flags
- Single-trigger equity vesting on change in control for Ms. Bottorff (full vesting upon CIC) is generally less shareholder-friendly than double-trigger structures (termination + CIC) .
- Combined CEO/Chairman role and no Lead Independent Director; mitigants include fully independent Audit and Compensation Committees and regular executive sessions .
- Hedging/pledging prohibited by policy; no pledging disclosed for Ms. Bottorff .
- Clawback policy compliant with SEC Rule 10D-1 .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Outcome |
|---|---|
| 2024 | ~80% approval; no program changes made as a result; company conducts annual say-on-pay . |
Expertise & Qualifications
- Human capital scale-up and culture-building across public and private companies; executive coaching background; B.A. in Sociology (University of Cincinnati) .
- Executive tenure: 15 years as CPO (since 2010) provides deep institutional knowledge, but longer tenure can concentrate key-person risk in HR strategy .
Work History & Career Trajectory
- CPO at Bandwidth since 2010; Director since 2022 .
- Prior leadership: President at Venture Savvy (consulting/coaching), VP HR at Motricity, VP HR at Konover Property Trust (public REIT) .
Compensation Committee Analysis (Process & Benchmarking)
- Compensation Committee (all independent; chair: Suriano) engages Meridian Compensation Partners for peer benchmarking, risk assessments, and program design .
- 2024 peer group included software/communications comparables (e.g., Twilio, RingCentral, Five9, 8x8, Paycom, Workiva, SolarWinds, Appian, etc.) .
Investment Implications
- Alignment: Equity-centric compensation (time-based RSUs + bonus settled in shares) and a robust clawback/anti-hedging policy align incentives with shareholders and reduce hedging risk .
- Retention & Supply Overhang: Multi-year RSU schedules (with large tranches vesting from late-2025 onward) plus fully vested 2024 bonus shares (issued 2/28/2025) may add manageable selling pressure around vest/blackout windows but support retention in the medium term .
- Governance Watchpoints: Single-trigger CIC equity vesting and the absence of a Lead Independent Director are governance flags; however, independence on key committees and executive sessions partially mitigate oversight concerns .
- Performance Linkage: 2024 bonus tied to Adjusted EBITDA, revenue and Non-GAAP gross margin (corporate result 106.2%) indicates pay reflected operating progress (25% revenue growth; higher Adjusted EBITDA). Continued monitoring of GAAP profitability and TSR vs peers is warranted to ensure sustained pay-for-performance alignment .
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